UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Spirit Airlines, Inc.

(Name of Issuer)

 

Common Stock, par value of $0.0001 per share

(Title of Class of Securities)

 

848577102

(CUSIP Number)

 

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 7, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Six copies of this statement, including all exhibits, should be filed with the Commission.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Management, L.P. [ID No. 26-0189082]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,394,927 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
9,394,927 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
PN, IA

 


(1) Solely in its capacity as manager of OCM Spirit Holdings III-A, LLC, POF Spirit Domestic Holdings, LLC and POF Spirit Foreign Holdings, LLC.

 

2



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Holdings, Inc. [ID No. 26-0179905]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,394,927 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
9,394,927 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
CO 

 


(1) Solely in its capacity as general partner of Oaktree Capital Management, L.P.

 

3



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Group, LLC [ID No. 26-0174894]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,394,927 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
9,394,927 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and the sole shareholder of Oaktree Holdings, Inc.

 

4



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital Group Holdings GP, LLC [ID No. 26-0174883]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
9,394,927 (1)

 

8

Shared Voting Power

 

9

Sole Dispositive Power
9,394,927 (1)

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
OO 

 


(1) Solely in its capacity as the manager of Oaktree Capital Group, LLC.

 

5



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
OCM Spirit Holdings III-A, LLC [ID No. 95-4833215]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
7,177,860

 

8

Shared Voting Power

 

9

Sole Dispositive Power
7,177,860

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,177,860

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
9.9%**

 

 

14

Type of Reporting Person*
OO 

 

6



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund II, L.P. [ID No. 95-4833215]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,477,425 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.8%**

 

 

14

Type of Reporting Person*
PN 

 


(1) Solely in its capacity as a member of OCM Spirit Holdings III-A, LLC, POF Spirit Domestic Holdings, LLC and POF Spirit Foreign Holdings, LLC.

 

7



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund III, L.P. [ID No. 20-0379312]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not Applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,917,502(1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.2%**

 

 

14

Type of Reporting Person*
PN 

 


(1) Solely in its capacity as a member of OCM Spirit Holdings III-A, LLC, POF Spirit Domestic Holdings, LLC and POF Spirit Foreign Holdings, LLC.

 

8



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
OCM Principal Opportunities Fund III G.P., L.P. [ID No. 20-0379203]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,917,502 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.2%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as general partner of OCM Principal Opportunities Fund III, L.P.

 

9



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Fund GP I, L.P. [ID No. 26-0182151]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as general partner of OCM Principal Opportunities Fund III GP, L.P. and OCM Principal Opportunities Fund II, L.P.

 

10



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Capital I, L.P. [ID No. 26-0181836]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
PN

 


(1) Solely in its capacity as general partner of Oaktree Fund GP I, L.P.

 

11



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
OCM Holdings I, LLC [ID No. 26-0181752]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as general partner of Oaktree Capital I, L.P.

 

12



 

CUSIP No.   848577102

 

 

1

Name of Reporting Person

S.S. or I.R.S. Identification No. of Above Person
Oaktree Holdings, LLC [ID No. 26-0174909]]

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,394,927 (1)

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.0%**

 

 

14

Type of Reporting Person*
OO

 


(1) Solely in its capacity as managing member of OCM Holdings I, LLC.

 

** This percentage assumes that all outstanding Shares of the Issuer are shares of voting common stock. If shares of non-voting common stock of the Issuer are issued in exchange for presently outstanding Shares, this percentage would be slightly higher.

 

13



 

The following constitutes Amendment No. 3 (“Amendment  No. 3”) to the Schedule 13D filed by OCM Spirit Holdings, LLC, OCM Spirit Holdings II, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P., Oaktree Capital Group Holdings GP, LLC, OCM Principal Opportunities Fund II, L.P., OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund III GP, L.P., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC and Oaktree Holdings, LLC, on June 3, 2011 (the “Original Schedule 13D,” and as amended by Amendment No. 1 filed on January 3, 2012 and Amendment No. 2 filed on January 27, 2012, the “Schedule 13D”).  This Amendment No. 3 amends the Schedule 13D, as specifically set forth below.  Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Original Schedule 13D.

 

Item 2.  Identity and Background

 

Item 2(a) is amended and restated to read as follows:

 

(a)

 

This Schedule 13D is being filed on behalf of:

 

 

 

(1)

 

OCM Spirit Holdings III-A, LLC, a Delaware limited liability company (“Holdings III-A”), whose principal business is to invest in the securities of the Issuer;

 

 

 

(2)

 

Oaktree Capital Management, L.P., a Delaware limited partnership and a registered investment adviser under the Investment Advisers Act of 1940, as amended (“Capital Management”), whose principal business is to provide investment management services to certain funds and accounts, in its capacity as manager of Holdings III-A, POF Spirit Domestic Holdings, LLC, a Delaware limited liability company (“POF Domestic Holdings”) and POF Spirit Foreign Holdings, LLC (“POF Foreign Holdings”);

 

 

 

(3)

 

Oaktree Holdings, Inc., a Delaware corporation (“OHI”), whose principal business is to serve as, and perform the functions of, the general partner of certain entities affiliated with the Reporting Persons (as defined below) and to hold limited partnership interests in such entities;

 

 

 

(4)

 

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), whose principal business is to serve as the holding company and controlling entity for each of the general partner and investment adviser of certain investment funds and separately managed accounts, in its capacity as sole shareholder of OHI and managing member of Oaktree Holdings, LLC;

 

 

 

(5)

 

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital Group Holdings, L.P. and as manager of OCG;

 

 

 

(6)

 

OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings;

 

 

 

(7)

 

OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings;

 

 

 

(8)

 

OCM Principal Opportunities Fund III GP, L.P., a Delaware limited partnership (“Fund III GP”), whose principal business is to serve as, and perform the functions of, the general partner of POF III, in its capacity as general partner of POF III;

 

 

 

(9)

 

Oaktree Fund GP I, L.P., a Delaware limited partnership (“Oaktree GP”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform

 

14



 

 

 

the functions of, the managing member of the general partner of certain investment funds or (ii) act as the sole shareholder of certain controlling entities of certain investment funds, in its capacity as general partner of Fund III GP and POF II;

 

 

 

(10)

 

Oaktree Capital I, L.P., a Delaware limited partnership (“Oaktree LP”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree GP;

 

 

 

(11)

 

OCM Holdings I, LLC, a Delaware limited liability company (“OCM Holdings”), whose principal business is to (i) serve as, and perform the functions of, the general partner of Oaktree LP, in its capacity as general partner of Oaktree LP and (ii) hold limited partnership interests in Oaktree LP; and

 

 

 

(12)

 

Oaktree Holdings, LLC, a Delaware limited liability company (“OHL” and together with Holdings III-A, Capital Management, OHI, OCG, OCGH GP, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP and OCM Holdings, collectively the “Reporting Persons”), whose principal business is to serve as, and perform the functions of, the managing member of OCM Holdings, in its capacity as managing member of OCM Holdings.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

No change except for the addition of the following:

 

On May 7, 2012, (i) Holdings III-A sold an aggregate of 2,767,515 shares of Common Stock, (ii) POF Domestic Holdings sold an aggregate of 781,335 shares of Common Stock, and (iii) POF Foreign Holdings sold an aggregate of 73,483 shares of Common Stock (the “Sale”).

 

After giving effect to the Sale, (i) Holdings III-A is the direct beneficial owner of 7,177,860 shares of Common Stock, (ii) POF Domestic Holdings is the direct beneficial owner of 2,026,480 shares of Common Stock, and (iii) POF Foreign Holdings is the direct beneficial owner of 190,588 shares of Common Stock.

 

Item 5.  Interest in Securities of the Issuer

 

Items 5(a) and 5(b) are amended and restated to read as follows:

 

(a) To the knowledge of the Reporting Persons, as of April 24, 2012, there are 72,516,228 shares issued and outstanding.

 

As of the date hereof, (i) Holdings III-A directly owns 7,177,860 shares of Common Stock, representing approximately 9.9%** of the number of outstanding shares of Common Stock, (ii) POF Domestic Holdings directly owns 2,026,480 shares of Common Stock, representing 2.8%** of the number of outstanding shares of Common Stock, and (iii) POF Foreign Holdings directly owns 190,588 shares, representing 0.3%** of the number of outstanding shares of Common Stock.

 

Capital Management, in its capacity as manager Holdings III-A, POF Domestic Holdings and POF Foreign Holdings (together, the “OCM Entities”) has the ability to direct the management of each of the OCM Entities’ business, including the power to direct the decisions of each of the OCM Entities regarding the vote and disposition of securities held by each of the OCM Entities; therefore, Capital Management may be deemed to have indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

15



 

OHI, in its capacity as general partner of Capital Management, has the ability to direct the management of Capital Management’s business, including the power to direct the decisions of Capital Management regarding the vote and disposition of securities held by the OCM Entities; therefore, Capital Management may be deemed to have indirect beneficial ownership of the 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock ) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCG, in its capacity as the managing member of Oaktree Holdings, LLC, has the ability to direct the management of Oaktree Holdings, LLC’s business, including the power to direct the decisions of Oaktree Holdings, LLC regarding the vote and disposition of securities held by the OCM Entities. Additionally, OCG, in its capacity as the sole shareholder of OHI, has the ability to appoint and remove directors of OHI and as such, may indirectly control the decisions of OHI regarding the vote and disposition of securities held by the OCM Entities; therefore, OCG may be deemed to have indirect beneficial ownership of the 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability to appoint and remove the directors of OHI and, as such, may indirectly control the decisions of OCG, including the power to direct the decisions of OCGH LP regarding the vote and disposition of securities held by the OCM Entities; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

POF II, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings, may be deemed to have a direct pecuniary interest in 3,477,425 shares of Common Stock (approximately 4.8%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by OCM Entities.

 

POF III, in its capacity as a member of Holdings III-A, POF Domestic Holdings and POF Foreign Holdings, may be deemed to have a direct pecuniary interest in 5,917,502 shares of Common Stock (approximately 8.2%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

Fund III GP, in its capacity as general partner of POF III, may be deemed to have an indirect beneficial ownership of 5,917,502 shares of Common Stock (approximately 8.2%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

Oaktree GP, in its capacity as general partner of POF II and Fund III GP, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

16



 

Oaktree LP, in its capacity as general partner of Oaktree GP, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OCM Holdings, in its capacity as general partner of Oaktree LP, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

OHL, in its capacity as managing member of OCM Holdings, may be deemed to have an indirect beneficial ownership of 9,394,927 shares of Common Stock (approximately 13.0%** of the Common Stock) comprised of the aggregate number of shares of Common Stock directly held by the OCM Entities.

 

(b) With respect to the shares of Common Stock reported herein, each of Holdings III-A, Capital Management, OHI, OCG, and OCGH GP may be deemed to have sole voting and dispositive power to direct the vote and disposition of the shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Holdings III-A, or by any of the Covered Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Securities Exchange Act of 1934, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Holdings III-A, and each Covered Person.

 

** This percentage assumes that all outstanding Shares of the Issuer are shares of voting common stock. If shares of non-voting common stock of the Issuer are issued in exchange for presently outstanding Shares, this percentage would be slightly higher.

 

Item 7.  Material to be Filed as Exhibits

 

Exhibit 1:                A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

17



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date:  May 9, 2012

 

 

 

 

OAKTREE CAPITAL MANAGEMENT, L.P.

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

OAKTREE HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

OAKTREE CAPITAL GROUP, LLC

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director & Assistant Secretary

 

 

 

 

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

18



 

 

 

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

OCM SPIRIT HOLDINGS III-A, LLC

 

 

 

 

 

 

 

By:

Oaktree Capital Management, L.P.

 

 

Its:

Manager

 

 

 

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND II, L.P.

 

 

 

 

 

 

 

By:

Oaktree Fund GP I, L.P.

 

 

Its:

General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.

 

 

 

 

 

By:

OCM Principal Opportunities Fund III GP, L.P.

 

 

Its:

General Partner

 

 

 

 

 

 

By:

Oaktree Fund GP I, L.P.

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

19



 

 

 

OCM PRINCIPAL OPPORTUNITIES FUND III GP, L.P.

 

 

 

 

 

 

 

By:

Oaktree Fund GP I, L.P.

 

 

Its:

General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

OAKTREE FUND GP I, L.P.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

OAKTREE CAPITAL I, L.P.

 

 

 

 

 

 

 

By:

OCM Holdings I, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

 

 

 

 

 

 

 

 

 

OCM HOLDINGS I, LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

20



 

 

 

OAKTREE HOLDINGS, LLC

 

 

 

 

 

 

 

By:

Oaktree Capital Group, LLC

 

 

Its:

Managing Member

 

 

 

 

 

 

 

 

 

 

By:

/s/ Emily Alexander

 

 

Name:

Emily Alexander

 

 

Title:

Managing Director & Assistant Secretary

 

 

 

 

 

 

By:

/s/ Martin Boskovich

 

 

Name:

Martin Boskovich

 

 

Title:

Senior Vice President

 

21